Single Purpose Limited Liability Company Bankruptcy Remote Entity

Information

Lending institutions frequently require that a borrower form a “single purpose bankruptcy remote entities” to borrow the funds and hold the collateral. These entities are generally restricted in their ability to borrow additional funds, add any assets to their asset base other than collateral, declare voluntary bankruptcy, or take various other actions not in the ordinary course of business. Most significantly, perhaps, is that the lender will require that its nominee be placed on the governing board of the entity and that the entity be prohibited from taking any of the types of actions set forth above without the approval of that nominee. Thus, even if the parent of the entity were to declare bankruptcy, the entity itself would not be in the bankruptcy estate.

These types of entities are most commonly used in structured financings or securitizations to reduce the risk that the financing transactions might be challenged or nullified in a bankruptcy proceeding. In such transactions, the owner of particular assets transfers those assets to the bankruptcy remote entity, which then issues financial instruments secured or backed by the assets. The proceeds of the instruments are paid to the asset transferor as compensation for the assets. In such a transaction, the transferred assets must be considered the property of the bankruptcy remote entity, and not the transferor, so that the automatic stay does not apply and the transferor cannot claim that the transferred assets are property of its bankruptcy estate.

Base Fee for Florida $550.00

The above fee includes your Articles of Organization, operating agreement, minutes, membership certificates and corporate seal. The above mentioned documents entail the specific language necessary for this type of LLC to be legitimate.

State Certified Minority/Women Business Enterprises

Benefits of Minority/Women owned businesses receive first tier referrals which means they are the first businesses referred to state agencies seeking to include supplier diversity as a part of their purchase order and contract opportunities; Loan mobilization program assists state certified minority business enterprises in obtaining funding when starting a state-funded project. The loans made through participating banks are designed to enhance relationships between the banking community and and CMWBEs. We can acquire your minority registration within 3-4 weeks for $700.00

DUNS Number and Central Contractor Registration

The benefits of having a DUNS number are that you may ensure that your company is listed in Dunns and Bradstreet database; use D&B as a credit reference and you will be able to update your record anytime with D&B. We will acquire your DUNS number within 30 days for $135.00. Additionally, prospective vendors must be registered in CCR prior to the award of a contract: basic agreement, basic agreement, basic ordering agreement, or blanket purchase agreement, unless the award results from a solicitation issued on or before May 31, 1998. Prime contractors are not required to have their subcontractors register in CCR. If a prime's subcontractor wants to bid directly for contracts with the DOD, they should register in the CCR, we can acquire the CCR registration within 2-3 weeks for $135.00 dollars

Independent Contract Agreement (ASSET PROTECTION TIP)

If you would like to 1099 a worker as an independent contractor without the worry of the IRS coming after you because of the workers failure to do their own tax withholdings, having an executed Independent Contractors Agreement is a must. Additionally, if vicarious liability (being sued because of workers negligent actions) is of a concern, again an executed Independent Contractor's Agreement is a necessary layer of protection. The cost for us to draft an independent contractor's agreement is only $55.00 dollars at the time of incorporating.

Sub-Chapter S Election (TAX TIP)

The LLC being taxed as a Sub chapter S Election offers two principal advantages. First, profits and losses will flow through to the owners in a manner similar to a partnership, thus avoiding double taxation. Second, employee-owners may be able to reduce federal employment taxes by as much as 15.3 percent on the portion of their income on the first $95,000 per owner per year and 2.9% on all earnings after that. This allows you to increase your distributions and reduce your wages. If you want your business to have these major tax advantages it costs an additional 70.00 dollars. We will complete the Federal requirements and draft the Articles of Organization, provide a tailor-made Operating Agreement, resolutions and membership certificates to reflect the companies Tax status as an S-Election.

Federal Tax ID Number

The Federal Tax ID Number is required to open a business account and to put your license into the corporate name. It is also necessary for those who need to get exempt form workers compensation insurance. The tax Id is only $35.00 dollars at the time of incorporation and we will acquire the actual number for your convenience.

Workers Compensation Exemption Registration

We can prepare the workers compensation documentation correctly and timely so there is no delay in your obtaining an exemption from costly insurance premiums. If your business is construction related you may get up to three officers exempt, however they must also be 10% owners. If your business is not construction related then you can have all of your officers exempted from workers comp insurance. We can prepare the documentation for up to three exemptions and the cost will be $65.00 dollars for the first officer and $20 dollars per officers thereafter.

Security Agreement with a Loan Agreement (ASSET PROTECTION TIP)

The flow of money is the grease that lubricates the wheels of commerce and over the years important rights and protections have been developed to ensure this flow continues. If you would like to loan money into your company other than that which you give in exchange for your membership interest, a loan agreement and promissory note is the proper way to do so. This works by having the loan agreement and promissory note signed between the corporation and shareholder so the extra money is interpreted as a loan by the IRS to be repaid. Additionally a security agreement, when recorded acts as a buffer securing the loan against subsequent corporate creditors, thus keeping you first in line for your money. The cost for us to draft the security agreement and help your register it with the state is $150.00. Additionally to draft the loan agreement and promissory note is $65.00 dollars.

Sales Tax ID Number

If you are going to purchase products for resale you will need a Sales Tax ID Number we can prepare the paperwork for $35.00 dollars or acquire the actual tax ID for $70.00 dollars.

Operating Agreement (FREE SINGLE MEMBER OPERATING AGREEMENT WITH THE PURCHASE OF YOUR FLORIDA LLC)

When a non-publicly traded corporation is formed, it is advisable to have an agreement among the members as to how the corporation will be organized and operate. The Agreement should contain clauses concerning the Buying and selling of the company's stock also found in our tailored Operating Agreement. It is a good idea that corporate governing procedures be established and memorialized in a written Operating Agreement at the time of incorporating because after the formation of the Florida LLC, matters may not be so easily agreed upon. Our Operating Agreement spells out the rights and obligations of the parties in the event disagreements come up. Even family owners should consider an OPERATING AGREEMENT, since it could settle some issues without the expense of litigation. Issues such as the rights of the Members to vote, rights of the managers, salaries, and employees, buy-sell agreement concerning stock transfers of shares and endorsement rights. This agreement is FREE with the purchase of your Florida LLC.

Employment Agreement (ASSET PROTECTION)

Asset protection is often overlooked when thinking of an employment agreement in Florida. An employment agreement would allow a shareholder to protect his money by paying himself a wage as an employee and utilize the unlimited cash account exemption in Florida in case of a unforeseen bankruptcy. There is of course important elements regarding new hired employees such as nondisclosure of your trade secrets and non-competition, the beginning and ending dates of the employment period, the amount of the salary and time period it will cover, a description of duties and title for employee, agreed paid vacation days and severance pay. We will draft a agreement that entails all the above elements and more. This agreement is only $55.00 dollars at the time of incorporation.

Indemnification (ASSET PROTECTION)

When you incorporate or organize your business you are protected as a Shareholder or Member (owner of a company); however, when you act as a director, officer or manager you have to understand there is no personal protection if you are sued. Therefore, it is strongly recommended to have us draft a contract between the corporation/LLC and the directors/officers for an important layer of protection agreed to by the company for its directors, officers and managers. The fee for this work is only $65.00 dollars at the time of incorporating. A contract will be drafted for all involved and the proper resolutions will be drafted

Registered Agent Service

A Registered Agent is required in the state of Florida to receive service of process in case of a law suit. Once the registered agent is served they will quickly contact you so you may respond timely to the service of process. Furthermore, as your registered agent we will help you keep up your corporate minutes so that your corporation may continue to be able to protect you personally (in case of a law suit) during its business existence. Minutes are also very important formalities to have in good standing in case of an audit for proof that you are not acting as a sham corporation. Additionally, we will help you get your annual business report completed correctly and timely so that your corporation does not get dissolved, leaving you with a huge reinstatement fee to pay. Lastly, you receive unlimited telephone advice concerning your corporation. This fee is only $69.00 for the first 14 months.

Speed of service

The normal turnaround time to receive your LLC is 2 1/2 weeks. However, we will expedite the process for an additional fee. We will have you incorporated in 3 days for an additional $75.00 dollars, 1 day for $150.00.

DBA(fictitious name)

If you would like to advertise your corporation under a secondary name it is required to have what is called a DBA or fictitious name registered correctly under the LLC. We will register the DBA with the required resolutions for only $125.00 dollars.

Trademark (ASSET PROTECTION)

If you want your LLC name to be protected from others using it, a Trademark is a must. We can have your name Trademarked for $695.00 dollars( $350.00 additional if a logo is involved). Furthermore, we will perform the crucial due diligence (Trademark name searches) for $399.00 dollars, these searches include the Federal Search and most importantly the Common Law Search. Once your Trademark is registered we will continue to monitor (protect) your trademark and keep up the formalities for $850.00 a year.

Copyright (ASSET PROTECTION)

A copyright gives the owner of a creative work the right to keep others from using the work without the owner's permission. Copyright protection may be applied for with regards to all original expressions, including art, sculpture, music, songs, choreography, crafts, poetry, flow charts, software, photography, movies, CD-ROMS, video games, videos, web sited and graphic designs. Copyright protection lasts for many years. Most often it lasts for the life of the work's creator (its author) plus 70 years. In cases where the creator is a business, the copyright lasts between 95 and 120 years. We will register your Copyright for $275.00. For an additional fee of $500 we will obtain immediate confirmation evidence of your Copyright.

Home Office Lease (TAX TIP)

If you would like to take valuable deductions from the use of your home office you must have a lease agreement since real estate is involved. We draft home office lease for just $70.00 dollars at the time of incorporating.

Vehicle Lease (TAX TIP)

Do you use your vehicle for business purposes? If so a vehicle lease agreement is a tremendous tax break and asset protection for your vehicle that you must not pass up. We draft a vehicle lease for only $70.00 dollars at the time of incorporating.

Heavy Use Tax ID (For Hauling/Trucking Companies)

If your vehicle weighs over 55k lbs loaded then you will need a heavy use tax ID to travel on highways or risk fines with the Department of Transportation. We can prepare the documents for $75.00 dollars and have it ready for you to sign in your company book.

Business Equipment Lease

Do you have office equipment, construction equipment or other expensive equipment that you would like to protect from a law suit and yet still receive a valuable tax write-off. If so have us draft an Equipment Lease for only $135.00 dollars at the time of incorporating.

Information presented on NICKSPRADLIN.COM is intended for informative purposes only. It is not intended as professional advice and should not be interpreted as such. The U.S. Treasury Department requires us to notify you than any information obtained from this website is not intended or written by our law firm to be used by any taxpayer for the purpose of avoiding penalties that may be imposed under the Internal Revenue Code. Advice from our firm concerning Federal tax matters may not be used in promoting, marketing or recommending any entity, investment plan or arrangement to any taxpayer.